TIDMMRN
RNS Number : 0354G
MMGG Acquisition PLC
25 June 2012
For release: 7.00a.m. 25 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
25 June 2012
MMGG ACQUISITION PLC
Recommended Cash Offer by MMGG Acquisition PLC ("MMGG") for
Morson Group plc ("Morson")
OFFER UPDATE AND EXTENSION OF OFFER
Introduction
On 25 May 2012, the board of MMGG and the Independent Director
of Morson announced that they had reached agreement on the terms of
a recommended cash offer, with a loan note alternative, to be made
by MMGG for the entire issued and to be issued share capital of
Morson. The full terms and conditions of the Offer and the
procedures for acceptance were set out in the offer document issued
to Morson Shareholders by MMGG on 1 June 2012 (the "Offer
Document").
Terms in this announcement shall have the same meaning as in the
Offer Document unless otherwise stated.
Level of acceptances
As at 1.00 p.m. (London time) on 22 June 2012, being the first
closing date of the Offer, MMGG had received valid acceptances of
the Offer in respect of 32,381,953 Morson Shares, representing
approximately 71.41 per cent. of the existing issued share capital
of Morson, which MMGG may count towards the satisfaction of the
Acceptance Condition to the Offer. This includes valid acceptances
in respect of 11,172,323 Morson Shares which have accepted the Cash
Offer and 21,209,630 Morson Shares which have accepted the Loan
Note Alternative.
So far as MMGG is aware, other than acceptances from the
Management Team (who are interested in 21,209,630 Morson Shares in
aggregate), none of these acceptances have been received from
persons acting in concert with MMGG. Of these acceptances,
acceptances have been received in respect of, in aggregate,
26,010,380 Morson Shares which were subject to irrevocable
undertakings to accept the Offer procured by MMGG.
Interest in Morson Shares
Save for the interests of the Management Team as disclosed in
the Offer Document; on 22 June 2012 (being the latest practicable
date prior to the publication of this announcement), neither MMGG,
nor any person acting in concert with MMGG, is interested in, has
any rights to subscribe for any relevant securities of Morson nor
does any such person have any short position (whether conditional
or absolute and whether in the money or otherwise), including any
short position under a derivative or any arrangement in relation to
any relevant securities of Morson. For these purposes,
"arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of any relevant securities of Morson and any borrowing or
lending of any relevant securities of Morson which have not been
on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to any relevant securities of
Morson.
The percentages of Morson Shares referred to in this
announcement are based upon a figure of 45,343,750 Morson Shares in
issue on 22 June 2012.
Extension of Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended and will remain open
for acceptance until the next closing date which will be 1.00 p.m.
(London time) on Friday 6 July 2012.
Holders of Morson Shares in certificated form should complete
the Form of Acceptance in accordance with the instructions printed
thereon. The completed Form of Acceptance, together with relevant
share certificate(s) and/or other document(s) of title, should be
returned as soon as possible and in any event so as to be received
by Capita Registrars at Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as
possible and, in any event, so as to be received by Capita
Registrars no later than 1.00 p.m. (London time) on 6 July
2012.
Holders of Morson Shares in uncertificated form, that is, in
CREST, should ensure that an Electronic Acceptance is made by them
or on their behalf and that settlement is made no later than
1.00p.m. (London time) on 6 July 2012.
Proposed Cancellation of Trading and re-registration
The board of MMGG wishes to draw the attention of Morson
Shareholders to the following paragraphs extracted from paragraph
11 on Page 23 of the Offer Document:
"Following the Offer becoming or being declared unconditional in
all respects and subject to any applicable requirements of the AIM
Rules, MMGG intends to procure that Morson applies to the London
Stock Exchange for the cancellation of trading in Morson Shares on
AIM. It is anticipated that such cancellation will take effect no
earlier than 20 Business Days after the Offer becomes or is
declared unconditional in all respects (provided that MMGG has
acquired, or agreed to acquire, issued share capital carrying 75
per cent. of the voting rights of Morson). Delisting and the
cancellation of trading of Morson Shares will significantly reduce
the liquidity and marketability of any Morson Shares not acquired
by MMGG.
It is also intended that, following the Offer becoming or being
declared unconditional in all respects, Morson will be
re-registered as a private company."
In accordance with Rule 30 of the Takeover Code, a copy of this
announcement will be sent to all Morson Shareholders and, for
information only, to participants in the Morson Share Schemes. It
will also be made available on Morson's website at www.morson.com
and on MMGG's website at www.MMGG.co.uk by no later than 12 noon on
26 June 2012.
Enquiries:
SPARK Advisory Partners Limited (Financial Adviser to MMGG)
Matt Davis, Partner Tel: 020 3368 3552
Mark Brady, Partner Tel: 020 3368 3551
W H Ireland Limited (Financial adviser to Morson)
Adrian Hadden, Managing Director Tel: 020 7220 1751
Nick Field, Corporate Finance Executive Tel: 020 7220 1658
SPARK Advisory Partners Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for MMGG and no-one else in
connection with the Offer and will not be responsible to any person
other than MMGG for providing the protections afforded to customers
of SPARK Advisory Partners Limited or for providing advice in
relation to the Offer or any other matter referred to in this
announcement. Apart from the responsibilities, if any, which may be
imposed on SPARK Advisory Partners Limited by the Financial
Services and Markets Act 2000, the European Communities (Markets in
Financial Instruments) Regulations 2007 (as amended) or the
regulatory regimes established thereunder or the Code, SPARK
Advisory Partners Limited does not accept any responsibility
whatsoever for the contents of this announcement or for any
statements made or purported to be made by it or on its behalf in
connection with the Offer. SPARK Advisory Partners Limited
accordingly disclaims all and any liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement or any such
statement.
W H Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Morson in connection with the Offer and will not be
responsible to any person other than Morson for providing the
protections afforded to clients of W H Ireland Limited or for
providing advice in relation to the Offer or any other matter
referred to in this announcement. Apart from the responsibilities,
if any, which may be imposed on W H Ireland Limited by the
Financial Services and Markets Act 2000, the European Communities
(Markets in Financial Instruments) Regulations 2007 (as amended) or
the regulatory regimes established thereunder or the Code, W H
Ireland Limited does not accept any responsibility whatsoever for
the contents of this announcement or for any statements made or
purported to be made by it or on its behalf in connection with the
Offer. W H Ireland Limited accordingly disclaims all and any
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
announcement or any such statement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities pursuant to this announcement
or otherwise. The Offer has been made solely by the Offer Document
and the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
This announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
You should note that, for the purposes of the above summary of
Rule 8 of the Code, MMGG is not treated as a paper offeror and
therefore there is no requirement to disclose interests or dealings
in the shares of MMGG under Rule 8 of the Code.
Restricted Jurisdictions
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Further details in relation to overseas shareholders
are contained in the Offer Document. Unless otherwise determined by
MMGG and permitted by applicable law and regulation, subject to
certain exceptions, the Offer is not being made and will not be
made, directly or indirectly, in or into, and the Offer will not be
capable of acceptance from a Restricted Jurisdiction. Accordingly,
unless otherwise determined by MMGG, copies of this announcement,
the Offer Document, the Form of Acceptance and any other related
document are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may be a breach of applicable law and
regulation in that jurisdiction and may make invalid any purported
acceptance of the Offer by persons in any such jurisdiction. This
announcement does not constitute an offer in a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or
within a Restricted Jurisdiction. Accordingly this announcement is
not being, and should not be, mailed, transmitted or otherwise
distributed, in whole or in part, in or into or from a Restricted
Jurisdiction.
Morson Shareholders (including, without limitation, nominees,
trustees or custodians) must not forward this announcement to a
Restricted Jurisdiction.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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